alsk20180709_s8.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 


 

Alaska Communications Systems Group, Inc.

(Exact name of registrant as specified in its charter)

 

 


 

 

Delaware

 

52-2126573

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

 

600 Telephone Avenue

Anchorage, Alaska

 

99503-6091

(Address of Principal Executive Offices)

 

(Zip Code)

 

Alaska Communications Systems Group, Inc. Amended and Restated 2011 Incentive Award Plan

(Full title of the plan)

 

Leonard A. Steinberg

General Counsel and Corporate Secretary

Alaska Communications Systems Group, Inc.

600 Telephone Avenue

Anchorage, Alaska 99503

(Name and address of agent for service)

 

(907) 297-3000

(Telephone number, including area code, of agent for service)

 

 


 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

  

 

 

 

 

 

 

Large accelerated filer

 

  

Accelerated filer

 

Non-accelerated filer

 

☐ (Do not check if a smaller reporting company)

  

Smaller reporting company

 

       

Emerging growth company

 

             
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provide pursuant to Section 7(a)(2)(B) of the Securities Act.   ☐ 

 

 

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of securities to be registered

Amount to be

registered (1)

Proposed maximum

offering price per

share (2)

Proposed maximum

aggregate offering

price (2)

Amount of

registration fee

 

Common Stock, par value $.01 per share

3,000,000 shares

$1.71

$5,130,000

$638.68

 

(1)

The shares to be registered hereunder include 3,000,000 additional shares of Common Stock, $.01 par value per share (the “Common Stock”) of Alaska Communications Systems Group, Inc. (the “Company”), reserved for issuance pursuant to the Company’s Second Amended and Restated 2011 Incentive Award Plan (the “Second A&R Plan”). In accordance with Rule 416(a) of the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement on Form S-8 (“Registration Statement”) shall also cover any additional shares of Common Stock which become issuable under the Second A&R Plan by reason of any stock dividend, stock split, or similar transaction.

 

(2)

Pursuant to paragraphs (c) and (h) of Rule 457 of the General Rules and Regulations under the Securities Act, and solely for the purpose of calculating the registration fee, the proposed maximum offering price per share is based on the average of the high and low sale price of the Common Stock of the Company on the NASDAQ Global Market on July 6, 2018, which date is within five business days prior to filing this Registration Statement.

 

 

 


EXPLANATORY NOTE

On June 28, 2011, the Company registered 5,439,355 shares of its Common Stock to be offered or sold to participants under the Company’s 2011 Incentive Award Plan (the “Original Plan”) pursuant to its Registration Statement on Form S-8 (File No. 333-175179) (the “Previous Registration Statement”). On April 23, 2018, the Company’s Board of Directors approved the Second A&R Plan, subject to the approval of the Company’s shareholders, to, among other things, increase the number of shares reserved for issuance under the Original Plan by 3,000,000 shares of Common Stock. On June 25, 2018, the Company’s shareholders approved the Second A&R Plan. This Registration Statement registers the 3,000,000 additional shares of the Company’s Common Stock to be issued pursuant to the Second A&R Plan. Accordingly, the contents of the Previous Registration Statement, including periodic reports that the Company filed after the Previous Registration Statement, are incorporated by reference into this Registration Statement pursuant to General Instruction E of Form S-8.

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

PART I

 

The information called for in Part I of Form S-8 is not required to be filed with this Registration Statement.

 

PART II

 

Item 3.

Incorporation of Documents by Reference

 

The following documents filed by the Company with the Securities and Exchange Commission are incorporated by reference in this Registration Statement:

 

 

(a)

The Company’s Annual Report on Form 10-K for the year ended December 31, 2017;

 

 

(b)

The Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018;

     
 

(c)

The Company’s Current Reports on Form 8-K filed on December 22, 2017 and June 27, 2018.

     
 

(d)

The description of the Company’s Common Stock, par value $.01 per share, included in the Registration Statement on Form 8-A filed with the Securities and Exchange Commission on November 17, 1999, including any amendment or report filed for the purpose of updating such description.

 

In addition to the foregoing, all documents subsequently filed by the Company with the Securities and Exchange Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all securities offered under this Registration Statement have been sold or which deregisters all securities remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of filing of such documents; except as to any portion of any future annual or quarterly report to shareholders or document or current report furnished under current Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions. Any statement contained in a document incorporated by reference in this Registration Statement shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

 

2

 

 


Item 5.

Interests of Named Experts and Counsel

 

The validity of the issuance of the shares of Common Stock will be passed on for the Company by Leonard A. Steinberg, Esq., General Counsel and Corporate Secretary of the Company, who is eligible to receive awards under the Second A&R Plan. As of July 6, 2018, Mr. Steinberg had a beneficial interest in an aggregate of 562,087 shares of the Company’s Common Stock.

 

Item 8.

Exhibits

 

 

 

 

EXHIBIT

  

DESCRIPTION

 

 

  3.1

  

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form S-1/A File No. 333-88753 (filed November 17, 1999)).

 

 

  3.2

  

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K (filed December 22, 2017)).

 

 

  5.1

  

Opinion of Leonard A. Steinberg, Esq. (filed herewith).

 

 

23.1

  

Consent of Moss Adams LLP (filed herewith).

 

 

23.2

  

Consent of KPMG LLP (filed herewith).

 

 

23.3

  

Consent of Counsel (included in Exhibit 5.1).

 

 

24.1

  

Power of Attorney (included on the signature page(s) to this Registration Statement).

 

 

99.1

  

The Alaska Communications Systems Group, Inc. Second Amended and Restated 2011 Incentive Award Plan (filed herewith).

 

3

 

 


SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Anchorage, Alaska, on this 11th day of July, 2018.

 

 

 

 

Alaska Communications Systems Group, Inc

 

 

By:

 

 /s/ Laurie Butcher

 

 

Laurie Butcher

 

 

Senior Vice President of Finance

(Principal Financial and Accounting Officer)

4

 

 


 

POWER OF ATTORNEY

 

Each of the undersigned officers and directors of the Company hereby severally constitutes and appoints Laurie Butcher and Leonard A. Steinberg as the undersigned’s true and lawful attorney-in-fact and agent, with full power of substitution and resubstitution, for the undersigned and in the undersigned’s name, place and stead, in any and all capacities (unless revoked in writing) to sign this Registration Statement on Form S-8, and any and all amendments thereto, including any post-effective amendments as well as any related registration statement (or amendment thereto) filed in reliance upon Rule 462(b) under the Securities Act, as amended, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting to such attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary to be done in connection therewith, as fully to all intents and purposes as the undersigned might and could do in person hereby ratifying and confirming all that said attorney-in-fact and agent or his or her substitute or substitutes, may lawfully do or cause to be done by virtue thereof.

 

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

 

 

 

 

 

 

(Signature)

  

(Title)

  

(Date)

 

 

 

 /s/ Edward (Ned) J. Hayes, Jr.

  

Chairman of the Board

  

July 11, 2018

Edward (Ned) J. Hayes, Jr.    

 

 

 

 /s/ Anand Vadapalli

  

President and Chief Executive Officer

  

July 11, 2018

Anand Vadapalli   (Principal Executive Officer)    

 

 

 

 /s/ Laurie Butcher

  

Senior Vice President of Finance

  

July 11, 2018

Laurie Butcher   (Principal Financial and Accounting Officer)    

 

 

 

 /s/ Margaret L. Brown

  

Director

  

July 11, 2018

Margaret L. Brown        

 

 

 

 /s/ David W Karp

  

Director

  

July 11, 2018

David W. Karp        

 

 

 

 

  

Director

  

 

Peter D. Ley        

 

 

 

 /s/ Wayne Barr, Jr.

  

Director

  

July 11, 2018

Wayne Barr, Jr.        

 

 

 

 /s/ Brian A. Ross

  

Director

  

July 11, 2018

Brian A. Ross        

 

 

 

 /s/ Robert M. Pons

  

Director

  

July 11, 2018

Robert M. Pons        

 

5

 

 


EXHIBIT INDEX

 

 

 

 

EXHIBIT

  

DESCRIPTION

 

 

  3.1

  

Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to Form S-1/A File No. 333-88753 (filed November 17, 1999)).

 

 

  3.2

  

Amended and Restated Bylaws (incorporated by reference to Exhibit 3.1 to Form 8-K (filed December 22, 2017)).

 

 

  5.1

  

Opinion of Leonard A. Steinberg, Esq. (filed herewith).

 

 

23.1

  

Consent of Moss Adams LLP (filed herewith).

 

 

23.2

  

Consent of KPMG LLP (filed herewith).

 

 

23.3

  

Consent of Counsel (included in Exhibit 5.1).

 

 

24.1

  

Power of Attorney (included on the signature page(s) to this Registration Statement).

 

 

99.1

  

The Alaska Communications Systems Group, Inc. Second Amended and Restated 2011 Incentive Award Plan (filed herewith).

 

6